Dicker Data Advances Independent Non-Executive Director Appointment to Address Board Vacancy

Dicker Data's Role as Australia's Leading Technology Distributor

Since its establishment in 1978, Dicker Data has become a foundational player in Australia's technology distribution sector. As an ASX-listed entity, DDR is an Australian-owned and operated distributor specialising in technology hardware, software, and cloud services. The company has earned its reputation by prioritising strong, long-term partnerships with reseller clients and supporting their growth in a competitive marketplace.

Dicker Data's distribution portfolio includes products from top global technology vendors such as Cisco, Citrix, Dell Technologies, Hewlett Packard Enterprise, HP, Lenovo, Microsoft, and other Tier 1 brands. As the primary Australian distributor for many of these companies, Dicker Data serves as a vital intermediary enabling partners to deliver cutting-edge solutions based on world-class technologies. Its sales and presales teams are experienced specialists focused on customizing solutions to meet client-specific needs, allowing the company to adapt swiftly to market changes and help partners improve profitability and competitiveness.

Ms Leanne Ralph's Resignation and Board's Interim Measures

On 11 June 2026, Dicker Data announced the resignation of Ms Leanne Ralph from her role as an Independent Non-Executive Director. This departure created a leadership gap on the board and initiated the need for a formal replacement process. The change occurred at a critical time when robust governance and oversight are essential to maintain investor trust and compliance with ASX Listing Rules.

Following Ms Ralph's exit, Dicker Data implemented interim governance measures to ensure continuity. Independent Non-Executive Directors were appointed to chair both the Audit and Risk Committee and the People and Culture Committee. These temporary arrangements preserved board functionality and ensured critical governance duties continued effectively while the company undertook the formal search for a new director. Restoring full board capacity remains a priority to optimize governance and committee operations.

Reinstating Audit and Risk Committee Compliance with New Director

The incoming Independent Non-Executive Director will directly impact Dicker Data's regulatory compliance. Upon joining, the new director will become a member of the Audit and Risk Committee, which oversees financial reporting, internal controls, and enterprise risk management. This appointment will restore the committee's full compliance with ASX Listing Rule 12.7, which mandates specific requirements for audit committee composition at ASX-listed companies.

ASX Listing Rule 12.7 outlines detailed criteria concerning the number of independent directors and overall structure of audit committees. By appointing a qualified Independent Non-Executive Director, Dicker Data will meet all regulatory requirements and reinforce its commitment to exemplary financial oversight and accountability. This compliance restoration is vital for regulatory adherence and signals to investors and stakeholders the company's dedication to superior governance standards.

Enhancing People and Culture Committee and Governance Practices

In addition to the Audit and Risk Committee, the new director will join the People and Culture Committee. This aligns with ASX Corporate Governance Council recommendations emphasizing comprehensive governance frameworks that cover financial oversight and human resources strategy, remuneration, and corporate culture. The new member's involvement will bolster Dicker Data's capacity to oversee board and executive remuneration, succession planning, diversity, and workplace culture.

The People and Culture Committee's role is increasingly significant amid growing investor and regulatory focus on environmental, social, and governance (ESG) factors. Ensuring this committee includes independent directors demonstrates Dicker Data's commitment to governance best practices and strong oversight of human capital and organizational development. This appointment will help align people strategies with corporate goals and safeguard executive remuneration and succession processes.

Structured Appointment Process Upholding Due Diligence

Dicker Data emphasized that it is following a rigorous due process to appoint the replacement Independent Non-Executive Director. This typically involves a structured search led by board nomination committees, often supported by external recruitment experts. Candidates are evaluated based on merit, relevant experience, independence, and strategic fit with company objectives. The company’s adherence to this process underscores its commitment to selecting a director who adds genuine value and meets all independence and competency standards.

This due process also ensures transparency and accountability, demonstrating to investors, regulators, and stakeholders that the appointment is merit-based rather than expedited or informal. While this thorough approach requires time, it enhances the credibility of the appointment and ensures the incoming director possesses the necessary skills and independence to fulfill their duties effectively. Dicker Data plans to update the market as the process advances.

Interim Governance Arrangements Maintain Board Stability

During the ongoing appointment process, Dicker Data has preserved governance continuity through interim arrangements. Independent Non-Executive Directors continue to chair both the Audit and Risk Committee and the People and Culture Committee, ensuring uninterrupted oversight of these critical functions. These temporary measures prevent any governance gaps and allow the board to maintain effective supervision across all key areas.

The interim leadership reflects the board’s proactive management of the vacancy, avoiding lapses or reduced oversight. Experienced independent directors have stepped into these roles temporarily, maintaining investor confidence that governance standards remain intact. Upon appointment of the new director, permanent committee structures will be reinstated with full membership.

Market Communication and Investor Guidance on Appointment Timeline

Dicker Data has committed to providing a further market update once the Independent Non-Executive Director appointment is finalized. While no specific timeline has been disclosed, the company states it "anticipates providing the market with an updated position in due course." This indicates the process is progressing but requires sufficient time to complete thorough candidate evaluation and due diligence.

Investors should expect a formal ASX announcement detailing the new director’s background, expertise, and other information required under ASX Listing Rules and continuous disclosure obligations. Until then, interim governance arrangements remain in place, ensuring effective oversight. The timing of the announcement will depend on the completion of a comprehensive and rigorous appointment process.

Dicker Data's Governance Commitment and Transparent Stakeholder Communication

The company’s management of the director vacancy and adherence to due process reflect its broader governance philosophy and commitment to transparent communication. Dicker Data has provided clear updates to the market on board changes and explained how it manages transitions in line with best-practice governance standards. Appointing a Non-Executive Director is a matter of significant investor interest as it directly affects board oversight quality.

By communicating interim arrangements and promising further updates, Dicker Data shows respect for its investor base and dedication to transparency. The company acknowledges that board composition is material to investors and that keeping the market informed about the appointment progress is part of its ASX-listed entity obligations. This proactive communication supports investor confidence and demonstrates the board’s serious and diligent approach to the appointment.

Future Outlook: Appointment Completion and Restored Board Functionality

Finalizing the Independent Non-Executive Director appointment will represent a key milestone for Dicker Data. With the new director onboard, the company will restore full governance capacity and resume permanent committee structures. This will enable balanced distribution of board oversight responsibilities across all committees.

Following the appointment announcement, Dicker Data will benefit from the new director’s expertise and perspective as it continues to compete in the dynamic technology distribution sector. The incoming director will contribute fresh insights on financial oversight, risk management, human capital strategy, and organizational development. This appointment offers an opportunity to strengthen the governance framework and ensure the board has the necessary expertise and independence to support long-term strategic success.